Limited Partner Regulatory Problem definition
Limited Partner Regulatory Problem means that (i) with respect to any Limited Partner, such Limited Partner (or any employee benefit plan that is a constituent of such Limited Partner) would be in material violation of Applicable Law if such Limited Partner were to continue as a Limited Partner of the Fund, (ii) with respect to any Benefit Plan Investor, the Fund’s assets are deemed to include Plan Assets of such Limited Partner, or (iii) with respect to any Limited Partner, the General Partner otherwise agrees in writing, in its sole discretion and at the request of such Limited Partner, that the provisions of Section 6.7 shall apply to such Limited Partner in certain specified circumstances to the same extent as if such Limited Partner had a Limited Partner Regulatory Problem pursuant to clause (i) or (ii) above or that is reasonably likely to result in a “prohibited transaction” under ERISA. “Majority (or other specified percentage) in Interest” means a written resolution of the Investors (other than any BHCA Partners, Affiliated Partners and Defaulting Partners or the equivalent in any other Fund Vehicle) that at the time in question have Commitments and commitments to any Parallel Vehicle aggregating in excess of 50% (or such other specified percentage) of the Commitments and commitments to any Parallel Vehicle of all Investors (other than the Commitments of any BHCA Partners, Affiliated Partners and Defaulting Partners or the equivalent in any other Fund Vehicle); provided, that the foregoing exclusion of BHCA Partners shall not apply to BHCA Interests of any BHCA Partner with respect to any consent, approval or vote concerning the issuance of additional amounts or classes of interests in the Fund senior to the BHCA Interests, the modification of the terms of the Interests that are directly adverse to the BHCA Partners or the dissolution of the Fund (in each case, unless such BHCA Partner has provided prior written notice to the General Partner that the regulations promulgated under the BHCA no longer classify limited partner interests permitted to vote on such matters as non-voting interests).
Limited Partner Regulatory Problem means that (i) with respect to any Limited Partner, such Limited Partner (or any employee benefit plan that is a constituent of such Limited Partner) would be in material violation of Applicable Law if such Limited Partner were to continue as a Limited Partner of the Fund, (ii) with respect to any Benefit Plan Investor, the Fund’s assets are deemed to include Plan Assets of such Limited Partner, or (iii) with respect to any Limited Partner, the General Partner otherwise agrees in writing, in its sole discretion and at the request of such Limited Partner, that the provisions of Section 6.7 shall apply to such Limited Partner in certain specified circumstances to the same extent as if such Limited Partner had a Limited Partner Regulatory Problem pursuant to clause (i) or (ii) above or that is reasonably likely to result in a “prohibited transaction” under ERISA. “
Limited Partner Regulatory Problem means that with respect to any Limited Partner, such Limited Partner would be in material violation of applicable law if such Limited Partner were to continue as a Limited Partner of the Partnership (including, with respect to any Benefit Plan Investor, if the Partnership’s assets are deemed to include Plan Assets of such Limited Partner).
Examples of Limited Partner Regulatory Problem in a sentence
Accordingly, in the event that the Feeder Vehicle could create a Partnership Regulatory Risk or has a Limited Partner Regulatory Problem because of the status of one or more of the Feeder Vehicle Limited Partners, the General Partner may pursue a Regulatory Sale, Regulatory Solution or withdrawal in accordance with the provisions of this Section 7.7 with respect to only the portion of the Feeder Vehicle’s interest in the Partnership that is attributable to such Feeder Vehicle Limited Partner(s).
More Definitions of Limited Partner Regulatory Problem
Limited Partner Regulatory Problem means that with respect to any Limited Partner, (i) the Limited Partner (or any employee benefit plan that is a constituent of the Limited Partner) would be in violation of Applicable Law if such Limited Partner were to continue as a Limited Partner, the violation of which would be reasonably likely to have a material adverse effect on such Limited Partner, (ii) as the result of the investment in the Partnership, the trustees or other fiduciaries of the Limited Partner (or any employee benefit plan that is a constituent of the Limited Partner) may reasonably be deemed to have delegated rather than exercised investment discretion over “plan assets” under ERISA to any Person that is not (x) an “investment manager” within the meaning of Section 3(38) of ERISA or (y) a trustee of such “plan assets” and such delegation would be reasonably likely to have a material adverse effect on such Limited Partner, the General Partner or the Partnership, (iii) in the case of a Limited Partner whose assets are deemed to be “plan assets” but which Limited Partner is not a named fiduciary with respect to such plan assets, such Limited Partner may reasonably be deemed to have delegated rather than exercised investment discretion over such plan assets as a result of the investment in the Partnership or (iv) the General Partner otherwise agrees in writing, in its sole discretion and at the request of any Limited Partner, that the provisions of Section 7.8 shall apply to such Limited Partner in certain specified circumstances to the same extent as if such Limited Partner had a Limited Partner Regulatory Problem pursuant to clause (i), (ii) or (iii) above.